Exhibit 3.3
FIRST AMENDMENT TO AMENDED AND
RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
MARRIOTT RESIDENCE INN II LIMITED PARTNERSHIP
THIS FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF MARRIOTT RESIDENCE INN II LIMITED PARTNERSHIP (this "First
Amendment"), dated as of December 28, 1998, is entered into by RIBM Two LLC, a
Delaware limited liability company, as general partner (the "General Partner"),
of Marriott Residence Inn II Limited Partnership (the "Partnership"), for itself
and on behalf of the limited partners of the Partnership.
WHEREAS, the Partnership was formed pursuant to a Certificate of
Limited Partnership filed with the Office of the Secretary of State of the
State of Delaware on September 20, 1988;
WHEREAS, in connection with certain restructuring transactions
involving its parent company, Marriott RIBM Two Corporation merged with and into
the General Partner, a newly formed Delaware limited liability company; and
WHEREAS, in accordance with Section 11.02 of the Partnership Agreement,
the General Partner wishes to amend the Partnership Agreement to reflect its
successor name by merger and to make certain clean up changes.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the General Partner hereby amends the Partnership Agreement as
follows:
1. The introductory paragraph of the Partnership Agreement is hereby
amended to replace the phrase "Marriott RIBM Two Corporation, a Delaware
corporation" with the phrase "RIBM Two LLC, a Delaware limited liability
company."
2. The definitions of "General Partner" and "Host" in Section
1.01 of the Partnership Agreement are hereby amended and
restated in their entirety as follows:
"General Partner" means RIBM Two LLC, a Delaware limited
liability company, in its capacity as general partner of the
Partnership, and its successors and assigns.
"Host" means Host Marriott Corporation, a Delaware
corporation, and its successors and assigns.
3. Section 3.01 of the Partnership Agreement is hereby amended
and restated in its entirety as follows:
Section 3.01. General Partner. The General Partner of the
Partnership is and shall be RIBM Two LLC, a Delaware limited
liability company, in its capacity as general partner of the
Partnership, and its successors and assigns, having its
principal executive offices at 00000 Xxxxxxxx Xxxx, Xxxxxxxx,
Xxxxxxxx 00000, and any Person admitted as a substitute
general partner in accordance with Sections 6.01 or 10.02B.
4. All defined terms contained in this First Amendment, unless
otherwise defined herein, shall have the meaning contained in
the Partnership Agreement. Except as modified herein, all
terms and conditions of the Partnership Agreement shall remain
in full force and effect, which terms and conditions the
General Partner hereby ratifies and affirms.
IN WITNESS WHEREOF, the undersigned has executed this First Amendment
as of the date first set forth above.
RIBM TWO LLC,
as the successor General Partner of Marriott Residence Inn II
Limited Partnership and on behalf of existing Limited Partners
By:
Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: Executive Vice President
